Investor sues Deckers over board member slate, annual meeting

Deckers Brands investor Marcato Capital Management has filed a lawsuit against the company to get a new slate of board members approved and ensure that its annual shareholder meeting will take place as planned on Dec. 14.

Marcato purchased around 6 percent of the Goleta Ugg boot-maker’s stock in February and now owns around 8.4 percent of the company. In September, the San Francisco-based investor nominated 10 new members to the company’s board of directors, after writing an open letter threatening to replace the entire board if the company did not put itself up for sale, citing an underperformance of the company’s stock and earnings.

According to Bloomberg News, the suit aims to prevent expensive change-of-control penalties by compelling the board to approve Marcato’s nominations. Executive compensation as a result of changes to the board could reach $36 million, the company estimated in the filings, as well as allowing lenders to call in a $103 million credit facility sooner than planned.

“The Deckers board is employing a scorched-earth defense of its position by delaying its annual meeting and refusing without basis to designate Marcato’s nominees as continuing directors before the vote,” Marcato said in a statement. “Deckers’ board must be held accountable for violating the core principles of corporate democracy by preventing shareholders from exercising their right to vote without suffering entirely avoidable, value destroying consequences.”

Deckers has maintained that it is considering a variety of strategic alternatives. In April, it responded to Marcato and other investors, saying that it would consider options for a sale or merger as part the review process. In the meantime, it has outlined a $100 million profit improvement plan and brought on a new financial advising firm and legal counsel.

“Our Annual Meeting of Stockholders is already scheduled for December 14, 2017,” Deckers said in a statement to the Business Times. “Marcato’s lawsuit is unnecessary, a distraction from our successful transformation, and a self-serving attempt to advance its own interests at the expense of all other stockholders. We will vigorously defend against Marcato’s claims and will continue to work hard on behalf of all stockholders.”